BROKERAGE Development General Agent AGREEMENT

BROKERAGE Development General Agent AGREEMENT

BANNER LIFE INSURANCE COMPANY ROCKVILLE, MARYLAND Agreement of Brokerage Development General Agent 1. APPOINTMENT Subject to the terms and conditions of this Agreement, the Brokerage Development General Agent is hereby appointed to solicit applications for such policies as are issued by the Company wherever duly licensed. The Brokerage Development General Agent hereby accepts such appointment. 2. TERRITORY AND AUTHORITY The Brokerage Development General Agent shall solicit personally and through Agents/Brokers applications for insurance issued by the Company, and deliver and service policies issued by the Company. The Brokerage Development General Agent may recruit Agents/Brokers and recommend their licensing to the Company. No other or greater powers shall be implied from the grant or denial of powers specifically mentioned in this Agreement. 3. LIMITATIONS AND AUTHORITY The Brokerage Development General Agent and Agents/Brokers have no authority to, nor shall they represent themselves as having such authority to, nor shall they do any of the following: A. Make, waive, alter, or change any term, rate or condition stated in any Company policy, Agreement or Company approved form, or discharge any Agreement in the name of the Company; and B. Make, accept, or endorse notes or checks payable to the Company or otherwise incur any liability on behalf of the Company; and C. Waive a forfeiture; and D. Waive or extend the time for payment of premiums or other monies due the Company; and E. Collect money for the Company, except as to the collection of the first premium on policies and Agreements issued by the Company pursuant to this Agreement or on issuance of conditional receipts by the Brokerage Development General Agent pursuant to the Company s rules; and F. Institute, prosecute, or maintain any legal proceeding in connection with any matter pertaining to the Company s business; and G. Offer to pay directly or indirectly any rebate of premiums or any other inducement not specified in the policy to any person; and H. Misrepresent or compare incompletely for the purpose of inducing a policyholder in any Company to lapse, forfeit, or surrender his/her/its insurance therein; and

I. Transact business in contravention of the rules and regulations of any insurance department and/or governmental authorities having jurisdiction of all subject matters embraced within this Agreement, and all instructions, rules, bulletins, manuals, and underwriting guides issued by the Company. 4. FREEDOM FROM ENCUMBRANCES The Brokerage Development General Agent hereby represents that he is neither bankrupt, insolvent, nor has made a general assignment for the benefit of creditors, nor is indebted to another insurer other than as reported in writing to the Company. 5. ADVERTISING The Brokerage Development General Agent shall comply with the rules of the Company with regard to the use of all advertising matter. The Brokerage Development General Agent shall not use, permit, or cause to be used, the name of the Company or any advertising regarding its products in any form of publication or other media without obtaining the prior written authorization of the Company. Nothing in the authorization shall be construed to make the Company liable for the cost of such advertising. 6. RELATIONSHIP Nothing herein contained shall be construed to create the relationship of employer and employee between the Brokerage Development General Agent and the Company. It is the express intent of the parties hereto that the Brokerage Development General Agent is an independent contractor for all purposes and in all situations. The Brokerage Development General Agent shall not represent that he/she/it is an employee of the Company, nor shall he/she/it in any manner hold himself out to be an employee of the Company. The Brokerage Development General Agent shall be free to exercise independent judgement as to the time, place, and manner of exercising his/her/its authority granted under this Agreement. 7. RESPONSIBILITIES The Brokerage Development General Agent shall be responsible for maintaining in good order the records and accounts of business transacted on behalf of the Company. The Company may inspect or require delivery to the Company of such records and accounts upon request. 8. HOLD HARMLESS The Brokerage Development General Agent shall indemnify and hold the Company harmless from any loss or expense on account of any act or transaction by the Brokerage Development General Agent or persons employed by the Brokerage Development General Agent. The Brokerage Development General Agent expressly authorizes the Company to charge against all compensation due or to become due to the Brokerage Development General Agent under this Agreement any monies paid or liabilities incurred by the Company by reason of any act or transaction of the Brokerage Development General Agent or persons employed by the Brokerage Development General Agent.

9. COMPENSATION The Company shall pay to the Brokerage Development General Agent, as full compensation for all services that the Brokerage Development General Agent may perform for the Company, commissions, fees and allowances on all premiums remitted to the Company on business written through or by the Brokerage Development General Agent, as set forth in this Agreement. Such compensation shall be subject to changes, on notice, in writing by the Company, but such change shall not affect any business issued upon applications received by the Brokerage Development General Agent before such change becomes effective. First year, and renewal override commissions will be paid to the Brokerage Development General Agent in accordance with the attached schedules. Premiums paid in cash shall mean only premiums received and accepted by the Company and duly reported in keeping with the Company s established accounting procedures. A premium paid by a check which is not collected is not a premium paid in cash. No commissions will be allowed or paid on any premiums waived by the Company for any reason, including those waived under a disability provision or under a payor provision. The Brokerage Development General Agent Compensation Addendum shall be subject to change, on notice in writing to the Brokerage Development General Agent by the Company, but such change shall not affect any commissions on policies issued upon applications received by the Company prior to the date when such change becomes effective. The Company may fix the rates of compensation on any new plan or plans of insurance developed by the Company. If the Company shall become liable for the return of any premiums for any cause, including, but not limited to, premiums returned under the Company s rights to contest a claim and to limit benefits when the insured dies by suicide, the Brokerage Development General Agent shall repay to the Company on demand the total amount of commissions previously paid to the Brokerage Development General Agent on such premiums. The obligation to repay such commissions shall be an indebtedness subject to the indebtedness provision of this Agreement. For policies on which one or more renewal premiums are paid in advance, commissions shall be payable at the time the premium otherwise would have become due. No commissions shall be paid on interim term premiums or on flat extra premiums. Any commissions payable on other extra premiums shall be in accordance with rules of the Company at date of issue of the policy for which an extra premium is required In keeping with Company rules, commissions may be reduced on new policies which are replacements of existing Banner Life policies, or on policies of other companies, or on policies for which the applicant is deemed to have a replacement history. The Brokerage Development General Agent shall be entitled to commissions only on policies which, in the opinion of the Company, were fairly underwritten through the efforts of the Brokerage Development General Agent or reporting Agent/Broker. The Brokerage Development General Agent shall not be entitled to any commissions on policies written in violation of any applicable federal or state law or regulation. Where a dispute arises regarding commissions under this Agreement, the decision of the Company shall be binding.

10. ASSIGNMENT No assignment of this Agreement or any commissions or fees hereunder shall be valid unless authorized in advance, in writing, by the Company. Every assignment shall be subject and subordinate to any indebtedness and obligation of the Brokerage Development General Agent, to the Company, that may be due or become due. 11. TERMINATION This Agreement may be terminated at will, with or without cause, by either party, by giving to the other thirty days notice in writing. If the Brokerage Development General Agent breaches this Agreement, violates any insurance laws resulting in the suspension or revocation of his/her/its license or incurs other disciplinary action by the appropriate regulatory authorities, is unable to obtain renewal of a necessary State license, becomes bankrupt, undergoes dissolution of a corporate or partnership form, or dies (if an individual), the Company may, at its sole discretion, terminate this Agreement without notice as of the date of any one or more of the aforementioned circumstances occur. If this Agreement terminates by reason of death, the Company shall pay commissions due, or thereafter becoming due, to the Brokerage Development General Agent s estate, or to a duly authorized Executor/Executrix or Administrator. In the event the Brokerage Development General Agent is a corporation, or subsequently incorporates and assigns this Agreement to such corporation, this Agreement shall automatically terminate in the event the corporation ceases to do business as a corporation. All commissions due and thereafter becoming due, shall be payable to its successor or duly appointed representative. 12. VESTING First year commissions and renewal commissions from the second through the tenth year, payable under this Agreement, shall be vested, subject to the following: If at any time prior to or subsequent to termination of this Agreement the Brokerage Development General Agent shall do or commit any of the following acts, no commissions shall be thereafter payable to the Brokerage Development General Agent, any provision of this Agreement to the contrary notwithstanding. A. Withhold or misappropriate for his/her/its own use or for the benefit of others, funds of the Company or its policyholders or applicants. B. Fraud, malfeasance or nonfeasance in the performance of any duties imposed on the Brokerage Development General Agent under the terms of this Agreement. C. Inducing or attempting to induce agents of the company to leave its service or its policyowners to lapse or relinquish their policies. 13. SERVICE OF PROCESS In the event of any legal process or notice is served upon the Brokerage Development General Agent in a suit or proceeding against the Company, the Brokerage Development General Agent shall forward such process or notice to the Company s home office, either personally or by certified or registered mail, return receipt requested within 5 days of said service.

14. PREMIUMS The Brokerage Development General Agent shall collect only the initial premium (subject to Company requirements and restrictions) on applications for insurance policies solicited under the terms of this Agreement, and shall be responsible for all such monies, whether collected by the Brokerage Development General Agent or his/her/its Agents/Brokers. All such funds received for or on behalf of the Company shall be segregated and held by the Brokerage Development General Agent as a fiduciary. Said funds shall not be used by the Brokerage Development General Agent for any purpose whatsoever, but shall be transmitted to the Company immediately. 15. DELIVERY OF POLICIES No policy shall be delivered unless the applicant is in good health at the time of delivery, the first premium has been fully paid, and delivery has been made within sixty (60) days from the issue date of said policy. The Brokerage Development General Agent shall return to the Company, on the day following the expiration of said sixty (60) days, any policy not so delivered. 16. SUPPLIES All policy forms, manuals, bulletins and other Company supplies furnished to the Brokerage Development General Agent by the Company shall always remain the property of the Company and shall be returned to the Company or its representatives promptly upon demand. If this Agreement is terminated or the return of the Company property is otherwise requested, no further commissions shall be payable to the Brokerage Development General Agent until the property has been returned. 17. WAIVER No waiver or modification of this Agreement shall be effective unless it is in writing and signed by a duly authorized officer of the Company. The failure of the Company to enforce any provision of this Agreement shall not constitute a waiver by the Company of any such provision. The past waiver of a provision by the Company shall not constitute a course of conduct or a waiver in the future of that provision. 18. CHOICE OF LAWS The laws of the State of Maryland shall govern all matters concerning the validity, performance and interpretation of this Agreement. 19. INDEBTEDNESS Notwithstanding anything to the contrary, the Company shall have the right to offset against any compensation due, or which may become due to the Brokerage Development General Agent, any debts now due or which may become due from the Brokerage Development General Agent. Such indebtedness shall be a first lien against said compensation. The Brokerage Development General Agent shall pay any attorney s fees or other collection costs which the Company may incur in connection with any amounts due to the Company under this Agreement.

20. COMPANY RIGHTS The Company has the right to decline any application for insurance and return to the applicant any money submitted. The Company has the right to discontinue any policy form from any state or territory and retain the right to use these forms in other states or territories. The Company has the right to amend the Agreement at any time by written notice from an officer of the Company to the Brokerage Development General Agent. 21. TAXES AND LICENSES The Company will pay the resident state appointment fee for the Brokerage Development General Agent and reporting Agent/Brokers. The Brokerage Development General Agent is responsible for all other regulatory fees and expenses. 22. ENTIRE AGREEMENT This Agreement renders void all previous Agreements, whether oral or in writing, between the Company and the Brokerage Development General Agent. The foregoing constitutes the entire Agreement between the said parties, and the authority of the Brokerage Development General Agent shall extend no further than that which is stated in this Agreement.